ATLAS AIR WORLDWIDE HOLDINGS INC MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

The following discussion and analysis should be read in conjunction with our
Financial Statements appearing in this report and our audited consolidated
financial statements and related notes included in our 2021 Annual Report on
Form 10-K.

Background

Certain Terms - Glossary

The following represent terms and statistics specific to our company and industry. They are used by management to evaluate and measure operations, results, productivity and efficiency.

ACMI                Service offering, whereby we provide outsourced cargo and
                    passenger aircraft operating solutions, including the provision
                    of an aircraft, crew, maintenance and insurance, while customers
                    assume fuel, demand and price risk. In addition, customers are
                    generally responsible for landing, navigation and most other
                    operational fees and costs.

Block Hour          The time interval between when an aircraft departs the terminal
                    until it arrives at the destination terminal.

C Check             "Heavy" airframe maintenance checks, which are more intensive in
                    scope than Line Maintenance and are generally performed between
                    18 and 24 months depending on aircraft type.

Charter             Service offering, whereby we provide cargo and passenger aircraft
                    charter services to customers. The customer generally pays a
                    fixed charter fee that includes fuel, insurance, landing fees,
                    navigation fees and most other operational fees and costs.

CMI                 Service offering, whereby we provide outsourced cargo and
                    passenger aircraft operating solutions, generally including the
                    provision of crew, Line Maintenance and insurance, but not the
                    aircraft. Customers assume fuel, demand and price risk, and are
                    responsible for providing the aircraft (which they may lease from
                    us) and generally responsible for Heavy and Non-Heavy
                    Maintenance, landing, navigation and most other operational fees
                    and costs.

D Check             "Heavy" airframe maintenance checks, which are the most extensive
                    in scope and are generally performed every six or eight years
                    depending on aircraft type.

Dry Leasing         Service offering, whereby we provide cargo and passenger aircraft
                    and engine leasing solutions for compensation that is typically
                    based on a fixed monthly amount. The customer operates, and is
                    generally responsible for insuring and maintaining, the flight
                    equipment.

Heavy Maintenance   Scheduled maintenance activities that are extensive in scope and
                    are primarily based on time or usage intervals, which include,
                    but are not limited to, C Checks, D Checks and engine overhauls.
                    In addition, unscheduled engine repairs involving the removal of
                    the engine from the aircraft are considered to be Heavy
                    Maintenance.

Line Maintenance    Maintenance events occurring during normal day-to-day operations.

Non-heavy           Discrete maintenance activities for the overhaul and repair of
Maintenance         specific aircraft components, including landing gear, auxiliary
                    power units and engine thrust reversers.

Utilization         The average number of Block Hours operated per day per aircraft.

Yield               The average amount a customer pays to fly one tonne of cargo one
                    mile.




Business Overview

We are a leading global provider of outsourced aircraft and aviation operating
services. We operate the world's largest fleet of 747 freighters and provide
customers a broad array of 747, 777, 767 and 737 aircraft for domestic, regional
and international cargo and passenger operations. We provide unique value to our
customers by giving them access to highly reliable modern production freighters
that deliver the lowest unit cost in the marketplace combined with outsourced
aircraft operating services that we believe lead the industry in terms of
quality and global scale. Our customers include express delivery providers,
e-commerce retailers, the U.S.

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military, charter brokers, freight forwarders, direct shippers, airlines,
manufacturers, sports teams and fans, and private charter customers. We provide
global services with operations in Africa, Asia, Australia, Europe, the Middle
East, North America and South America.

We seek to achieve our growth plans and increase shareholder value by:

Provide a superior quality of service to our valued customers;

Focus on securing long-term customer contracts;

Manage our fleet with a focus on state-of-the-art aircraft;

Leverage our flexible business model to maximize utilization;

Stimulate significant and continuous improvements in productivity;

Pursue and selectively evaluate future acquisitions and alliances; while

Appropriately manage capital allocation and create shareholder value.

See “Business Overview” and “Business Strategy” in our 2021 Annual Report on Form 10-K for more information.

Business developments

Our Airline Operations results for the first quarter of 2022, compared with
2021, were positively impacted by higher commercial charter cargo Yields, net of
fuel, including the impact of expanding and enhancing our relationships with
strategic customers through new and extended long-term contracts. These higher
Yields were driven by strong customer demand that was further enhanced by the
continued reduction of available cargo capacity in the market provided by
passenger airlines and the disruption of global supply chains due to the
COVID-19 pandemic. Block Hours flown during the quarter decreased as we reduced
less profitable smaller gauge CMI service flying and experienced operational
disruptions due to the COVID-19 pandemic. We are closely monitoring the COVID-19
pandemic and taking numerous precautions to ensure the safety of our operations
around the world and mitigate the impact of any disruptions, including
continuously adjusting routes to limit exposure to regions significantly
impacted.

We manage our fleet to profitably serve our customers with modern, efficient
aircraft and have entered into the following transactions to secure capacity to
meet strong customer demand.

In January 2021, we signed an agreement with Boeing for the purchase of four new
747-8F aircraft. The first of these aircraft is expected to be delivered during
the second quarter of 2022 and the remaining three throughout 2022. All four of
these aircraft have been placed with customers under long-term agreements.

Between May and October 2021, we acquired six of our existing 747-400 freighter
aircraft that were previously on lease to us. In May and June of 2021, we
reached agreement with several of our lessors to purchase five of our other
747-400 freighters at the end of their existing lease terms, one of which was
acquired in March 2022. The acquisition of the remaining four aircraft will be
completed between May and December 2022.

In December 2021, we signed an agreement with Boeing for the purchase of four
new 777-200LRF aircraft. The first of these aircraft is expected to be delivered
late in the fourth quarter of 2022 and the remaining three throughout 2023.

We continually assess our aircraft requirements and will make adjustments to our
capacity as necessary. Some of these actions may involve grounding or disposing
of aircraft or engines, which could result in asset impairments or other charges
in future periods.

In March 2022, we signed a new five-year CBA with our pilots, effective as of
September 2021. Under this industry competitive agreement, all of our pilots are
receiving significantly higher pay, quality of life improvements and enhanced
benefits. Labor costs arising from the new CBA are materially greater than the
costs under our previous CBAs with our pilots (see Note 11 to our Financial
Statements for further discussion).

Given the dynamic nature of the COVID-19 pandemic, the financial impact cannot
be reasonably estimated at this time. We have incurred and expect to incur
significant additional costs, including higher premium pay for pilots operating
in certain areas significantly impacted by the COVID-19 pandemic and other
operational costs, including costs for continuing to provide a safe working
environment for our employees. In addition, COVID-19-related airport closures,
employees who are unable to work, vaccine mandates, disruption of operations by
our third-party service providers, availability of hotels and restaurants,
ground handling delays or reductions in passenger flights by other airlines
globally, have impacted and could further impact our ability to position
employees to operate and fully utilize all of our aircraft. The continuation or
worsening of the aforementioned and other factors could materially affect our
results for the duration of the COVID-19 pandemic.

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Operating results

The following discussion should be read in conjunction with our financial statements and other financial information appearing and referred to elsewhere in this report.

Three months completed March 31, 2022 and 2021

Operating statistics

The following tables compare our operating segment fleet (average aircraft equivalents during the period) for the three months ended March, 31st:

Segment Operating Fleet                         2022        2021        Inc/(Dec)
Airline Operations*
747-8F Cargo                                      10.0        10.0               -
747-400 Cargo                                     34.5        33.6             0.9
747-400 Dreamlifter                                0.3         1.2            (0.9 )
747-400 Passenger                                  4.9         4.9               -
777-200 Cargo                                      9.0         9.0               -
767-300 Cargo                                     24.0        24.0               -
767-300 Passenger                                  5.3         5.0             0.3
767-200 Cargo                                        -         5.6            (5.6 )
767-200 Passenger                                    -         0.6            (0.6 )
737-800 Cargo                                      8.0         8.0               -
Total                                             96.0       101.9            (5.9 )

Dry Leasing
777-200 Cargo                                      7.0         7.0               -
767-300 Cargo                                     21.0        21.0               -
737-300 Cargo                                        -         1.0            (1.0 )
Total                                             28.0        29.0            (1.0 )

Less: Aircraft leased without hull to CMI customers (21.0 ) (21.0 )

Total operating average in aircraft equivalents 103.0 109.9

(6.9 )


* Airline Operations average fleet excludes spare aircraft provided by CMI
customers.

Block Hours             2022         2021        Inc/(Dec)       % Change
Total Block Hours**     82,626       88,523          (5,897 )         (6.7 )%

** Includes air and other operations Blocked hours. Operating revenue

The following table compares our Operating Revenue for the three months ended
March 31 (in thousands):

                                           2022            2021         Inc/(Dec)       % Change
Operating Revenue
Airline Operations                      $   995,355     $  826,240     $   169,115            20.5 %
Dry Leasing                                  46,170         40,364           5,806            14.4 %

Amortization of customer incentive assets (10,051 ) (10,481 )

  (430 )          (4.1 )%
Other                                         5,682          5,177             505             9.8 %
Total Operating Revenue                 $ 1,037,156     $  861,300




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Airline Operations

                             2022         2021        Inc/(Dec)       % Change
Block Hours
Cargo                        78,425       83,110          (4,685 )         (5.6 )%
Passenger                     3,306        3,648            (342 )         (9.4 )%
Total Airline Operations     81,731       86,758          (5,027 )         (5.8 )%

Revenue Per Block Hour
Airline Operations         $ 12,178     $  9,524     $     2,654           27.9 %
Cargo                      $ 11,891     $  9,127     $     2,764           30.3 %
Passenger                  $ 18,991     $ 18,563     $       428            2.3 %



Airline Operations revenue increased $169.1 million, or 20.5%, primarily due to
an increase in Revenue per Block Hour, partially offset by a reduction in Block
Hours. Revenue per Block Hour rose primarily due to higher Yields, net of fuel,
including the impact of new and extended long-term contracts, as well as higher
fuel prices. Block Hours flown decreased as we reduced less profitable smaller
gauge CMI service flying and experienced operational disruptions due to the
COVID-19 pandemic.

Dry hire

Dry hire revenues have increased $5.8 millioni.e. 14.4%, mainly due to $5.0 million revenue from maintenance payments related to the scheduled return of an aircraft, which was subsequently sold during the quarter.

Functionnary costs

The following table compares our Operating Expenses for the three months ended
March 31 (in thousands):

                                        2022           2021         Inc/(Dec)       % Change
Operating Expenses
Salaries, wages and benefits         $  298,019     $  202,614     $    95,405           47.1 %
Aircraft fuel                           244,337        163,551          80,786           49.4 %

Maintenance, materials and repairs 118,899 121,133 (2,234) (1.8)% Depreciation

            72,202         67,789           4,413            6.5 %
Travel                                   42,768         37,672           5,096           13.5 %
Navigation fees, landing fees and                                                       (12.3 )%
other rent                               39,354         44,887          (5,533 )
Passenger and ground handling                                                           (12.8 )%
services                                 34,936         40,065          (5,129 )
Aircraft rent                            12,995         20,756          (7,761 )        (37.4 )%
Loss (gain) on disposal of flight                                                          NM
equipment                                (6,240 )           16           6,256
Special charge                            2,633              -           2,633             NM
Transaction-related expenses                  -            201            (201 )           NM
Other                                    55,857         58,412          (2,555 )         (4.4 )%
Total Operating Expenses             $  915,760     $  757,096

NM represents year-to-year changes that are not significant.

Salaries, wages and benefits increased $95.4 million, or 47.1%, primarily due to
increased pilot costs related to our new CBA and higher premium pay for pilots
operating in certain areas significantly impacted by the COVID-19 pandemic.

Aircraft fuel increased $80.8 million, or 49.4%, primarily due to an increase in
the average fuel cost per gallon and lower consumption related to decreased
Charter flying. Our exposure to fluctuations in fuel price is generally limited
to the shorter-term commercial portion of our Charter services, as fuel risk is
largely mitigated by price adjustments, including those based on indexed fuel
prices for longer-term commercial charter contracts. We do not incur fuel
expense in providing ACMI and CMI services or in our Dry Leasing business as the
cost of fuel is borne by the customer. Similarly, we generally have no fuel
price risk for AMC charters because the price is set under our contract with the
AMC, and we receive or make payments to adjust for price increases and decreases
from the contractual rate. Average fuel cost per gallon and fuel consumption for
the three months ended March 31 were:

                                 2022         2021        Inc/(Dec)       % Change
Average fuel cost per gallon   $   2.74     $   1.71     $      1.03           60.2 %
Fuel gallons consumed (000s)     89,199       95,586          (6,387 )         (6.7 )%




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Maintenance, materials and repairs decreased $2.2 million, or 1.8%, primarily
reflecting $10.9 million of reduced Line Maintenance, partially offset by $8.8
million of increased Heavy Maintenance expense. Line Maintenance decreased
primarily due to the reduction in flying. Heavy Maintenance expense on 747-400
aircraft increased $10.7 million primarily due to increases in the number of
engine overhauls and D Checks, partially offset by a decrease in the number of C
Checks. Heavy Maintenance expense on 747-8F aircraft decreased $3.1 million
primarily due to a decrease in the number of D Checks, partially offset by an
increase in the number of C Checks. Heavy airframe maintenance checks and engine
overhauls impacting Maintenance, materials and repairs for the three months
ended March 31 were:

Heavy Maintenance Events   2022      2021      Inc/(Dec)
747-8F C Checks                2         -              2
747-400 C Checks               4         5             (1 )
777-200 C Checks               1         -              1
767 C Checks                   2         2              -
747-8F D Checks                -         2             (2 )
747-400 D Checks               2         1              1
CF6-80 engine overhauls        3         1              2
PW4000 engine overhauls        -         1             (1 )

Depreciation increased $4.4 millionor 6.5%, primarily due to an increase in depreciation related to the acquisition of 747-400 freighter aircraft throughout 2021 previously leased to us and changes to 747-400 freighter aircraft leases in 2021.

Travel has increased $5.1 millionor 13.5%, mainly due to rate increases.

Navigation fees, landing fees and other rents decreased $5.5 millionor 12.3%, mainly due to the decrease in thefts.

Passenger and ground handling services decreased $5.1 millionor 12.8%, primarily due to lower flights and fares.

Aircraft rent decreased $7.8 million, or 37.4%, primarily due the acquisition of
747-400 freighter aircraft throughout 2021 that were previously on lease to us
and changes in 747-400 freighter aircraft leases in 2021.

Gain on disposal of flight equipment in 2022 represented a gain from the sale of
six spare CF6-80 engines previously classified as assets held for sale (see Note
6 to our Financial Statements).

The special charge in 2022 represented a charge related to two CF6-80 engines leased without a contract to a customer.

Other decrease $2.6 millionor 4.4%, mainly due to a decrease in professional fees incurred in 2021 related to costs associated with the negotiation and arbitration of a new collective agreement (see note 11 of our financial statements).

Non-operating expenses (income)

The following table compares our non-operating expenses (revenues) for the three months ended March, 31st (in thousands):

                                        2022           2021         Inc/(Dec)       % Change
Non-operating Expenses (Income)
Interest income                      $     (240 )   $     (211 )   $        29            13.7 %
Interest expense                         20,423         27,180          (6,757 )         (24.9 )%
Capitalized interest                     (3,764 )       (1,271 )         2,493              NM
Unrealized loss on financial
instruments                                   -            113            (113 )            NM
Other (income) expense, net                (618 )      (39,456 )       (38,838 )         (98.4 )%


Interest expense decreased $6.8 million, or 24.9%, primarily due to the adoption
of the amended accounting guidance for convertible notes on January 1, 2022 (see
Note 2 to our Financial Statements) and the scheduled repayment of debt.

Capitalized interest increased $2.5 million primarily due to pre-delivery
deposits related to our January 2021 agreement to purchase four 747-8F aircraft
and our December 2021 agreement to purchase four 777-200LRF aircraft from Boeing
(see Note 2 to our Financial Statements).

Other (income) expenses, net, decreased mainly due to $40.9 million in CARES Act grant income in 2021 (see note 2 to our financial statements).

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Income taxes. The effective income tax rates were 22.8% and 23.7% for the three
months ended March 31, 2022 and 2021, respectively. The rate for the three
months ended March 31, 2022 and 2021 differed from the U.S. statutory rate
primarily due to state income taxes and certain expenses that are not deductible
for tax purposes.

Segments

The following table compares the Direct Contribution for our reportable segments
for the three months ended March 31 (see Note 10 to our Financial Statements for
the reconciliation to Operating income) (in thousands):

                                             2022          2021         Inc/(Dec)       % Change
Direct Contribution
Airline Operations                         $ 185,818     $ 169,150     $    16,668            9.9 %
Dry Leasing                                   16,909        10,564           6,345           60.1 %
Total Direct Contribution                  $ 202,727     $ 179,714     $    23,013           12.8 %

Unallocated expenses and (income), net $100,739 $61,535 $39,204

           63.7 %


Airline Operations Segment

Airline Operations Direct Contribution increased $16.7 million, or 9.9%,
primarily due to increased Yields, net of fuel, including the impact of new and
extended long-term contracts. Partially offsetting these improvements were
increased pilot costs related to our new CBA and higher premium pay for pilots
operating in certain areas significantly impacted by the COVID-19 pandemic.

Bareboat charter segment

Dry Leasing Direct Contribution increased $6.3 million, or 60.1%, primarily due
to $5.0 million of revenue from maintenance payments related to the scheduled
return of an aircraft and lower interest expense related to the scheduled
repayment of debt.

Unallocated expenses and (income), net

Unrestricted expenditure and (revenue), net increase $39.2 millioni.e. 63.7%, mainly due to $40.9 million in the CARES Act, grant revenue recognized in 2021 (see note 2 to our financial statements).

Reconciliation of GAAP and Non-GAAP Financial Measures

To supplement our Financial Statements presented in accordance with GAAP, we
present certain non-GAAP financial measures to assist in the evaluation of our
business performance. These non-GAAP financial measures include Adjusted Net
Income, Adjusted Diluted EPS and Adjusted earnings before interest, taxes,
depreciation and amortization ("Adjusted EBITDA"), which exclude certain noncash
income and expenses, and items impacting year-over-year comparisons of our
results. These non-GAAP financial measures may not be comparable to similarly
titled measures used by other companies and should not be considered in
isolation or as a substitute for Net Income and Diluted EPS from continuing
operations, net of taxes which are the most directly comparable measures of
performance prepared in accordance with GAAP.

We use these non-GAAP financial measures in assessing the performance of our
ongoing operations and in planning and forecasting future periods. These
adjusted measures provide a more comparable basis to analyze operating results
and earnings and are measures commonly used by shareholders to measure our
performance. In addition, management's incentive compensation is determined, in
part, by using Adjusted Net Income and Adjusted EBITDA. We believe that these
adjusted measures, when considered together with the corresponding GAAP
financial measures and the reconciliations to those measures, provide meaningful
supplemental information to assist investors and analysts in understanding our
business results and assessing our prospects for future performance.

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The following is a reconciliation of Net Income and Diluted EPS to the
corresponding non-GAAP financial measures (see Note 13 to our Financial
Statements for the calculation of Diluted EPS) (in thousands, except per share
data):

                                                          For the Three Months Ended
                                          March 31, 2022         March 31, 2021       Percent Change
Net Income                               $         81,511       $         89,933                 (9.4 )%
Impact from:
CARES Act grant income (a)                              -                (40,944 )
Customer incentive asset
amortization                                       10,051                 10,481
Adjustments to CBA paid time-off
benefits (b)                                        2,154                   

Special charge (c)                                  2,633                   

Noncash expenses and income, net (d)                    -                  4,672
Unrealized loss on financial
instruments                                             -                    113
Other, net (e)                                     (6,240 )                  329
Income tax effect of reconciling
items                                              (1,329 )                7,631
Adjusted Net Income                      $         88,780       $         72,215                 22.9 %

Weighted average diluted shares
outstanding                                        34,690                 

29,478

    Less: effect of convertible
notes hedges (f)                                   (5,031 )                 

Adjusted weighted average diluted
shares outstanding                                 29,659                 29,478
Adjusted Diluted EPS                     $           2.99       $           2.45                 22.0 %




                                                         For the Three Months Ended
                                         March 31, 2022         March 31, 2021       Percent Change
Net Income                              $         81,511       $         89,933                 (9.4 )%
Interest expense, net                             16,419                 

25,698

Depreciation and amortization                     72,202                 67,789
Income tax expense                                24,084                 27,916
EBITDA                                           194,216                211,336
CARES Act grant income (a)                             -                (40,944 )
Customer incentive asset                          10,051                 10,481
amortization
Adjustments to CBA paid time-off                   2,154                    

benefits (b)
Special charge (c)                                 2,633                    

Unrealized loss on financial                           -                    113
instruments
Other, net (e)                                    (6,240 )                  329
Adjusted EBITDA                         $        202,814       $        181,315                 11.9 %




(a)

CARES Act grant revenue in 2021 related to revenue associated with the Payroll Support Program (see Note 2 to our Financial Statements).

(b)

CTC paid leave adjustments in 2022 relate to our new CTC (see note 11 to our financial statements).

(vs)

The special charge in 2022 represented a charge related to two CF6-80 engines leased without a contract to a customer.

(D)

Non-cash income and expenses, net in 2021, are mainly related to the amortization of the debt discount on convertible notes (see note 7 of our financial statements).

(e)

Other, net in 2022 primarily related to a gain on the sale of six spare CF6-80
engines previously held for sale (see Note 6 to our Financial Statements).
Other, net in 2021 primarily related to costs associated with our acquisition of
an airline and leadership transition costs.

(F)

Represents the economic benefit from our convertible notes hedges in offsetting
dilution from our convertible notes as we concluded in no event would economic
dilution result from conversion of each of the convertible notes when our stock
price is below the exercise price of the respective convertible note warrants.

Cash and capital resources

The most significant liquidity events during the first quarter of 2022 were the following:

In February 2022, we paid $100.0 million and received an initial delivery of
1,061,257 shares pursuant to an ASR under our new stock repurchase program
approved by our board of directors, which authorized the repurchase of up to
$200.0 million of our common stock. We subsequently settled the ASR in April
2022 and received an additional 172,887 shares of common stock. See Note 12 to
our Financial Statements for a discussion of our ASR.

Operating Activities. Net cash provided by operating activities was $207.8
million for the first quarter of 2022, which primarily reflected Net Income of
$81.5 million; noncash adjustments of $85.3 million for Depreciation and
amortization and $23.7 million for Deferred taxes; a $12.5 million increase in
Accounts payable, accrued liabilities and other liabilities and a $10.0 million
decrease in Accounts receivable, partially offset by a $3.6 million increase in
Prepaid expenses, current assets and other assets. Net cash provided

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by operating activities was $88.1 million for the first quarter of 2021, which
primarily reflected Net Income of $89.9 million; noncash adjustments of $86.2
million for Depreciation and amortization and $27.8 million for Deferred taxes,
partially offset by a $89.4 million decrease in Accounts payable, accrued
liabilities and other liabilities; a $22.7 million increase in Accounts
receivable and a $7.5 million increase in Prepaid expenses, current assets and
other assets.

Investing Activities. Net cash used for investing activities was $171.6 million
for the first quarter of 2022, consisting primarily of $154.4 million of
purchase deposits and payments for flight equipment and modifications and $29.9
million of payments for core capital expenditures, excluding flight equipment,
partially offset by $13.5 million of proceeds from the disposal of flight
equipment. Purchase deposits and payments for flight equipment and modifications
during the first quarter of 2022 were primarily related to pre-delivery payments
and spare engines. All capital expenditures for 2022 were funded through working
capital. Net cash used for investing activities was $153.2 million for the first
quarter of 2021, consisting primarily of $126.8 million of purchase deposits and
payments for flight equipment and modifications and $26.7 million of payments
for core capital expenditures, excluding flight equipment. Purchase deposits and
payments for flight equipment and modifications during the first quarter of 2021
were primarily related to pre-delivery payments, spare engines and GEnx engine
performance upgrade kits.

Financing Activities. Net cash used for financing activities was $216.4 million
for the first quarter of 2022, which primarily reflected $108.5 million of
payments on debt, $80.0 million related to the purchase of treasury stock, $20.0
million related to the prepayment of accelerated share repurchase and $12.1
million related to treasury shares withheld for payment of taxes, partially
offset by $4.2 million of customer maintenance reserves and deposits received.
Net cash used for financing activities was $77.2 million for the first quarter
of 2021, which primarily reflected $78.0 million of payments on debt, $12.3
million in payments of maintenance reserves and $7.4 million related to treasury
shares withheld for payment of taxes, partially offset by $16.2 million of
proceeds from debt issuance and $5.2 million of customer maintenance reserves
and deposits received.

We consider Cash and cash equivalents, Net cash provided by operating activities
and availability under our revolving credit facility to be sufficient to meet
our debt and lease obligations, to fund capital expenditures for 2022 and to
purchase shares of our stock under our stock repurchase program (see Note 12 to
our Financial Statements). Core capital expenditures for the remainder of 2022
are expected to range from $105.0 to $115.0 million, which excludes flight
equipment and capitalized interest. Committed capital expenditures for flight
equipment for the remainder of 2022 are expected to be approximately $659.9
million.

Committed capital expenditures include pre-delivery and delivery payments for
the purchase of four new 747-8F and four new 777-200LRF aircraft from Boeing,
and other agreements to acquire spare engines. We expect to finance the aircraft
delivery payments through secured debt financing. The first of the 747-8F
aircraft is expected to be delivered during the second quarter of 2022 and the
remaining three throughout 2022. The first 777-200LRF aircraft is expected to be
delivered late in the fourth quarter of 2022 and the remaining three throughout
2023.

We may access external sources of capital from time to time depending on our
cash requirements, assessments of current and anticipated market conditions, and
the after-tax cost of capital. To that end, we filed a shelf registration
statement with the SEC in April 2020 that enables us to sell debt and/or equity
securities on a registered basis over the subsequent three years, depending on
market conditions, our capital needs and other factors. Our access to capital
markets can be adversely impacted by prevailing economic conditions and by
financial, business and other factors, some of which are beyond our control.
Additionally, our borrowing costs are affected by market conditions and may be
adversely impacted by a tightening in credit markets.

We do not expect to pay any significant U.S. federal income tax for at least
several years. Our business operations are subject to income tax in several
foreign jurisdictions and in many states. We do not expect to pay any
significant cash income taxes for at least several years in these foreign
jurisdictions and states. We may repatriate the unremitted earnings of our
foreign subsidiaries to the extent taxes are insignificant. The U.S. and
numerous other countries are currently considering tax reform, which could
result in significant changes to U.S. and international tax laws. The potential
enactment of these laws could have a material impact on our business, results of
operations and financial condition. We continue to monitor developments and
assess the impact to us.

Description of debt agreements

See our 2021 Annual Report on Form 10-K for a description of our debt securities and their changes as of December 31, 2021.

Off-balance sheet arrangements

There have been no material changes to our off-balance sheet arrangements during the three months ended March 31, 2022.

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Recent accounting pronouncements

See note 2 to our financial statements for a discussion of recent accounting pronouncements.

Forward-looking statements

This Quarterly Report on Form 10-Q (this "Report"), as well as other reports,
releases and written and oral communications issued or made from time to time by
or on behalf of AAWW, contain statements that may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Those statements are based on management's beliefs, plans, expectations
and assumptions, and on information currently available to management.
Generally, the words "will," "may," "should," "expect," "anticipate," "intend,"
"plan," "continue," "believe," "seek," "project," "estimate" and similar
expressions used in this Report that do not relate to historical facts are
intended to identify forward-looking statements.

The forward-looking statements in this Report are not representations or
guarantees of future performance and involve certain risks, uncertainties and
assumptions. Such risks, uncertainties and assumptions include, but are not
limited to, those described in our Annual Report on Form 10-K for the year ended
December 31, 2021. Many of such factors are beyond AAWW's control and are
difficult to predict. As a result, AAWW's future actions, financial position,
results of operations and the market price for shares of AAWW's common stock
could differ materially from those expressed in any forward-looking statements.
Readers are therefore cautioned not to place undue reliance on forward-looking
statements. Such forward-looking statements speak only as of the date of this
report. AAWW does not intend to publicly update any forward-looking statements
that may be made from time to time by, or on behalf of, AAWW, whether as a
result of new information, future events or otherwise, except as required by law
and expressly disclaims any obligation to revise or update publicly any
forward-looking statement to reflect future events or circumstances.

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